After the Fall
by Terina00
Summary: Alien-Force-meets-10K continuity. Dark Future Fic. Ben’s daughter reflects.


_Dark Future Fic. Ben's daughter reflects. _

_Alien-Force-meets-10K continuity. So kind of future Alien Force with Ken and Gwenie existing (with purposely unnamed mom), or 10K with nonevil Kevin and no Kai, whichever way you want to see it. _

_If you're wondering, "What's with all the Ken 10-type fics?", I'm currently involved in an RPG where I play Ben's daughter. So that's where my head's been lately. I fully intend to write some more Alien Force stuff as soon as inspiration hits me._

_Disclaimer: Ben 10 and its characters are owned by Cartoon Network, and I am using them without permission. Please don't sue._

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* * *

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**After the Fall**

"OIUDhhhjkh kuyy uhu?"

"Peeeeu, oj sou."

Fourteen-year-old Guinevere shrugged her hood higher around her head as she passed by several natives engaging in polite conversation with each other. She hated this part; trying to look both like she belonged and was invisible in a new place where she had no knowledge of the behaviors of the locals. New cultures never failed to confuse her; she never seemed to be able to get it right.

Add to that the fact that she was also simultaneously "lifting" the language from those around her, scanning for danger, and adjusting to a new body, and Gwen was just plain tired. She barely remembered ever NOT being tired. Whenever she finally became acclimated to a new environment, they had to relocate again. Her life before hiding was become more hazy and lost to her with every move.

* * *

It was a fluke.

Everyone was impressed by the sheer number of aliens Ben had at his disposal. In fact, the Plumbers had a team of geneticists whose sole job was to search out new races and obtain DNA samples of the Omnitrix. But the truth of the matter was that having 10,000 alien forms just wasn't _practical._ Even if he did nothing but transform, it would take him **years** to master all the abilities of each separate one. Ben simply did not have the time, energy, or really, desire to use every single one. He had passing knowledge about a couple hundred, but only used about thirty of them on a regular basis. There were thousands of aliens he'd never even tried to transform into. Most had some type of information on the species stored in the central database, but even if Ben was inclined to do tons of research, there were still holes in the data.

No one at the time knew what an Eryoyety was, and they never managed to figure out how one had ended up in the Omnitrix to begin with. No one knew what alien Ben had intended to transform into that day, just that the dial had probably just flipped slightly to the wrong one.

* * *

From the day he found the watch, it was obvious that even though Ben remained Ben during transformations, a bit of the species original characteristics managed to creep into his personality. Diamondhead and Fourarms caused him to be more responsible and serious; later on, Goop and Echo would make him sillier.

It took more time to realize that the strength of the effect was different with species. Ben would learn the hard way from Ghosthfreak that some species would take a more dominant role in his psyche. Big Chill was able to exert control over him at certain times. Ben learned to stick to aliens that he could fully control.

More mastery of the Omnitrix ironically made things more complicated. When activated directly, Ben's psyche would mesh with the incoming alien's, taking control, while suppressing the will of the new species. But when he learned to change from one form to another rapidly, each previous alien mind also tagged along with Ben to each new one. It was only when Ben reverted to human that the watch reset itself and the minds vanished. With the lack of a time-out feature, Ben could transform countless times, carrying with him countless psyches.

* * *

It was doubtful Ben had ever before encountered an alien with a will as strong as the Eryoyety. It took control of him as soon as it was inadvertently activated.

Nothing was known about the race at the time, but in the years that followed information managed to seep out. They were based on the planet of Ery, three galaxies away. They were strong, highly intelligent race, gifted most strongly in the art of war. In fact, Eryoyetys were in a constant of war, and valued power above all else. They were fierce and destructive in their quest for it.

What had saved the rest of the nearby universe from them had been simple: Eryoyetys were just too busy fighting amongst their selves to get to the rest of the space. Even when one tried to escape to conquer elsewhere, others would chase after him or her, fighting to conquer the place themselves. The planet had managed to mostly quarantine itself by its own very nature, though surrounding systems kept an eye out for trouble.

No one knew how a DNA sample got into the Omnitrix. In the end, it no longer mattered.

The Eryoyety in control of Ben had advantages others of his kind had never had before. It had a population unaware of its danger. It had access to all of the Plumbers technology and resources. It even had limited access to the Omnitrix; as long as he never allowed the watch to reset to human. But the most dangerous tool it had was access to Ben's mind.

Ben-Eryoyety took control of all these assets with ease and efficiency.

* * *

The following months would be a complete blur of fear and chaos for the then six-year-old daughter of the Hero of Heroes. What she did know was based on the stories her mother told her and her older brother.

At first, the Plumbers didn't recognize the threat. Ben-Eryoyety acted quickly while using the human's mind to pretend to be normal. He quietly consolidated power, made allegiances, and positioned himself ten steps ahead of those who would threaten him. When the Plumbers realized what was happening, Ben was ready to seize control of Earth. By the time they had organized, Ben had spread armies and weapons to nearby systems.

The resulting confrontation was a bloodbath. Hundreds of Plumbers were slaughtered, and Ben 10 Thousand, Hero of Heroes, appeared laughing on trillions of media screens across the galaxy, promising more to come.

It would remain a clear image in Gwen's head, one of the most clear she'd ever retain of her father. It wasn't his right body or mind, but she'd grown up to know her dad often didn't look like her dad. The only real frame of reference she had to tell was the Omnitrix shining on the creature's arm. He stood in a room decorated with the hanging corpses of dead Plumbers, many who she'd known her whole life.

On his left side was the body of her Uncle Kevin.

Later, they would learn that Aunt Gwen had been captured and tortured, for Ben's amusement. They didn't know if she was still alive. She and Kevin had been pleaded with their son go into hiding before the showdown, and no one knew if Devlin had done as they asked; only that he had disappeared.

Gwen, Ken, and their mother had been in a safe house under the protection of the Plumbers, but after the Plumbers fell the mother took the kids and fled into hiding.

* * *

Ben's rule spread quickly over numerous start systems, the galaxy, and beyond. Hiding was difficult and nearly impossible. Gwen's emerging powers proved invaluable. She managed to pick up languages and knowledge they needed. She could cloak herself and her family, making them unnoticed. She was on defense for threats, constantly scanning and on the lookout.

Her mother and brother could do very little. Humans still were unusual outside of earth, even more so as they had to move farther and farther away to "safety". They couldn't go out without Gwen to disguise them. Her mother felt guilty for their plight, and Ken resented his sister for her freedom and usefulness.

Gwen herself had only had rudimentary training in her powers from Aunt Gwen and Grandma Verdona. She made mistakes and often did things the hard way, because she didn't know how to do them the right way. The process exhausted her, and at the age of eight, she had succumbed to the need for more power; she shed her physical body and allowed her energy self out.

As an energy being, she had more advantages. She was more powerful and could create shell bodies to fit in better in subsequent hiding spots.

She knew, intellectually, all this, just as she knew that just because her body was no longer, she wasn't dead. But in her heart, she knew part of her died that day. She'd been robbed of her humanity, of her true self. She could never again be who she had been, no matter how many times she recreated her human body. She mourned herself.

Another important event happened in the lives of what was left of the Tennyson family a few months later. In a market place on yet another unknown, unnamed moon they had stopped at on their way to yet another world, they were found and identified by a very tired Chimera. Gwen thought they were finally done for until the woman introduced herself, and her mother relaxed. Yes, she remembered Myaxx, the assistant of Azmuth, creator of the Omnitrix.

As they huddled in an abandoned building for the night, Myaxx explained why she had sought them out. Years ago, before the Eryoyety, Ben had gone to Azmuth for a favor. He'd asked him to build another Omnitrix, on to give his son on his tenth birthday. The Galvan had scoffed, but Ben had been an important ally to him, and eventually agreed. Right before Ben-Eryoyety hunted him down and killed him, he gave the unfinished project to Myaxx, lying to Ben, saying he'd never gotten around to starting it. Myaxx in turn managed to evade Ben's forces for long enough to finish it, and searched out Ken to deliver it. Seven months after his tenth birthday, she finally presented Ken Tennyson with his final gift from his father.

"I don't want it," Ken stated flatly, while nonetheless mesmerized by the device held in the shiny ball Myaxx held out in front of him. It was this very same thing that given him his life and taken it away. "I hate it, and I hate him. I **hate** him, and I don't want anything from him."

"Listen, kid, I get that you feel that way. But I risked by life to get it here to you, and that means you're going to take it." To Ken's glare, she continued. "A lot of people have killed and died for this thing. And whatever he is now, the good man that your father was wanted you to have it. Plus, it may be the only thing that can defeat him now."

"It's too dangerous," his mother said, "Ben will be able to find us the moment it's activated."

"We modified the design, made it untraceable to the other one. It's safe."

"I still don't want it."

"Well, tough. I put time and energy into making this thing, and came all this way to give it to you." She fixed her eyes on Ken. "I've managed to evade him so far, but quite frankly, I'm done with running, and the Eryoyety will catch up with me sooner or later anyway. I can't do research or create anything with him on my back. This is all I had left to do before it ends for me. So you're going to take it and like it."

Ken reluctantly took the sphere.

Myaxx stood. "Good luck, Mrs. Tennyson," she said, shaking the woman's hand. She moved to leave, but then turned back, looking at Gwen and Ken in turn, then focusing on Ken. "Your father was a good man. Remember that. That thing you see now? It's what killed him."

* * *

Ken still hesitated to use the Omnitrix, only activating it in emergencies at first, then cautiously, on rare occasions, to learn how to use it.

As they grew older, Gwen and Ken talked more and more about what the future would hold. They knew they couldn't hide forever. They length of time between moves was decreasing, the area Ben controlled increasing, and their patience was thinning. They knew eventually they would again face their father.

So they practiced their powers and kept their ears open to any information they could use. They studied battle strategies. They noted potential allies and enemies around wherever they went. They studied weapon designs.

Gwen didn't believe in destiny. She just knew that they couldn't live like this forever, that in order to have a future they'd have to face their past. I respect for their mom, Ken and her had done nothing yet, but her 18th birthday was the unspoken launching point for their plans.

She had no illusions that they'd win. Ben was a million times more skilled with his Omnitrix than Ken was, and had fought off more trained Anodites. They had no secret weapon or ingenious master plan, just a need to have it out. The only question was what would be done with them once they were beaten; would he kill them outright, or hold them captive indefinitely, like Aunt Gwen? Would they be tortured? Manipulated? Would he want something? Was there any advantage he could gain from them that they should guard against?

Gwen just hoped he would kill her quickly.

* * *

So Gwen moved quietly, secretly through another town, another quadrant, abiding her time. The future would be what it would be. For now, she just had to survive.

* * *

_This came about from afrom a conversation with Karashi. She said "Depending on which universe/alternate reality, I'm sure there is an evil version of the Tennysons. There's bound to be."_

_Yeah, well, that idea took root and wouldn't leave me alone for DAYS. And so a fic was born._

_I came up with BEFORE I saw even the preview for "Save the Last Dance", so the only real influence it had on this story was that one line. ACTUAL inspirations are: the Animorph series, Terminator: The Sarah Conner Chronicles, Harry Potter, Star Wars, Angelus from Buffy, and ESPECIALLY a story I read a while ago in anther fandom. _

_Companion piece is "After the Fall: Ben Tennyson." Will be posted the day after this is._


End file.
